Softlogic undertakes,
maintains and strengthens its governance system in full compliance with the
Securities Exchange Commission of Sri Lanka (SEC) and The Institute of
Chartered Accountants of Sri Lanka (CASL), with a view to deal with complex
situations in which Softlogic operates, and with the challenges it faces from
time to time in respect of sustainable development and risk compliance. It goes
without saying that we ensure compliance with the listing rules of the Colombo
Stock Exchange (CSE) and the requirements of the Companies Act No. 07 of 2007.
The board manages the
Company on behalf of the shareholders and is responsible to the shareholders
for creating and delivering sustainable shareholder value and the creation of
wealth through the management of the group’s business. The Directors exercise
their good-faith business judgments for the best interest of the Company.
Corporate Governance is
concerned with how powers are shared and exercised by different groups, to
ensure that the objectives of the company are achieved seamlessly. Aspects of
Corporate Governance are the rights of shareholders and other interest groups
such as the employees and in the last analysis, the customers, and how powers
are shared and exercised by the directors, and how the holders of such
authority and power in a company should be held accountable for what they do.
Corporate Governance is the
basis for all our decision-making and control processes and comprises of:
Good Corporate Governance
requires the Board to govern the Company with integrity as an on-going process.
Softlogic is governed in a way that moves it towards the achievement of its
objectives. Softlogic’s organisational structure is based on the traditional
administration and control model where the Board of Directors is the central
body, solely responsible for the governing the company in the interests of its
shareholders. Most of the powers are delegated to the managing director, and
are further delegated to executive directors and executive managers. Certain
matters are reserved for board decision-making rather than delegated to the
management team. Board of directors is also responsible for monitoring the
performance of the management team. (The Annual General Meeting, Annual Report
of the Company and Quarterly Reports are the principal means of communication
with the shareholders). The Shareholders‘ Meeting manifests the will of and
binds the Shareholders to such decisions made thereupon, through such
resolutions adopted in compliance with the law and the Company‘s Articles of
Association.
As per the Articles of
Association of the Company, three (3) of the Directors shall retire from office
at each Annual General Meeting (AGM). Any directors appointed during the year
seek re-election at the next AGM. The Managing Director is not subject to
retirement by rotation.
The Board of Directors has
also set up two Board committees, with consultative and advisory functions.
Certain responsibilities of the Board are delegated to the below said
Committees to assist the Board in carrying out its functions. The two principal
Board Committees are:
